By Uwin Lugoda
In response to the spread of Covid-19 and work/stay-at-home policies, several local companies, including Ceylon Tobacco Company (CTC) and Sampath Bank PLC, will conduct their Annual General Meetings (AGMs) online.
In a letter to the Colombo Stock Exchange (CSE), both CTC and Sampath Bank disclosed their intentions to host their AGMs virtually.
In its letter to the CSE, CTC stated that the company will be postponing its AGM, which was supposed to be held on 30 April, to 29 June and that it will be conducted through a digital platform. The company’s directors and shareholders will be able to attend the meeting via a computer or smartphone with internet access.
Similar to this, Sampath Bank stated that its Board of Directors decided to postpone the 34th AGM, which was scheduled for 30 March at The Kingsbury, to 2 June in view of the Covid-19 pandemic.
However, following the issuance of guidelines set by the CSE and legal advice received thereon, the Board had then decided to proceed with the AGM using audio visual technology since certain pressing matters, including the appointment/re-appointment of directors and the declaration of the final dividend amounting to Rs. 11.75 per share for the year 2019, require shareholder approval and cannot be put off indefinitely.
The letter stated that only key officials who are essential for the administration of the formalities of the meeting will be physically presented in the boardroom, whereas all others including shareholders will participate via an online meeting platform.
“These measures are being adopted to observe ‘social distancing’ requirements to mitigate the dangers of spreading the virus. Adequate arrangements will be made for shareholders who wish to participate in the AGM via an online meeting platform, with login information being forwarded to shareholders well in advance of the meeting. Shareholders will be given the opportunity to raise any questions or comments on the matters listed on the revised agenda for the meeting.”
Other companies set to hold their AGMs online include Pan Asia Banking Corporation PLC, which will proceed to hold its AGM and Extraordinary General Meeting (EGM) on 16 June, and Amana Bank PLC, which has been postponed to 4 June and will physically host its Board of Directors while an online meeting platform would be facilitated for shareholders who wish to join the AGM.
The CSE, in a statement dated 1 April, stated that they have received several inquiries pertaining to the hosting of AGMs, requesting guidance to comply with the mandatory requirement within the boundaries of an accepted framework in light of the pandemic.
Given the public health and safety concerns related to Covid-19, the CSE, “in its continued efforts to promote social distancing and discourage public gatherings”, has offered guidance in the form of a list of solutions in order to assist listed companies in meeting their obligation of hosting their AGMs. Two of these solutions included virtual AGMs and hybrid AGMs.
The statement mentioned virtual AGMs as an option of hosting company AGMs that comply with the regulatory requirements and restrictions imposed as a result of the Covid-19 pandemic. This may include electronic and teleconference mechanisms to host the AGM, such as Facebook Live, WEB Ex, Zoom, and Webinar.
As for hybrid AGMs, the CSE presented the option for a listed company to organise and host a meeting which would be simultaneously held at a physical and virtual location, and would enable a company to conduct its AGM with minimal physical presence which would mitigate the risk factor associated with the spread of the virus.